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Results of annual general meeting

Published: 2021-10-28 15:00:00 ET

Clientele Limited (JSE:CLI) News - Results of annual general meeting

CLIENTELE LIMITED
Incorporated in the Republic of South Africa
Registration Number: 2007/023806/06
Share code: CLI
ISIN: ZAE000117438
("Clientele")

RESULTS OF ANNUAL GENERAL MEETING

Shareholders are advised that at the Annual General Meeting held today, 28
October 2021, all ordinary resolutions, endorsements and special resolutions,
as specified in the notice of the meeting, were passed by the requisite majority
of shareholders.

A total of 290,005,580 or 86.49% of the issued shares (335 321 768) were voted
at this AGM (including abstentions). The votes carried for and against each
resolution are disclosed as percentages in relation to the total number of
shares voted, excluding abstained votes. Voting statistics from this AGM are
confirmed to be as follows:

1. Ordinary resolution number 1: Presentation and adoption of the annual
financial statements.

For            Against         Abstain         Shares voted
288 494 697    0               1 510 883       288 494 697
100.00%        0.00%           0.45%           86.04%

2. Ordinary resolution number 2: To re-elect Mr. Basil William Reekie as a
director.

For            Against         Abstain         Shares voted
286 792 570    1 702 127       1 510 883       288 494 697
99.41%         0.59%           0.45%           86.04%

3. Ordinary resolution number 3: To re-elect Mr. Barry Anthony Stott as a
director.

For            Against         Abstain         Shares voted
288 494 697    0               1 510 883       288 494 697
100.00%        0.00%           0.45%           86.04%

4. Ordinary resolution number 4: To re-elect Mr. Robert Donald Williams as a
director.

For            Against         Abstain         Shares voted
288 494 697    0               1 510 883       288 494 697
100.00%        0.00%           0.45%           86.04%

5. Ordinary resolution number 5: To re-elect Ms. Pheladi Raesibe Gwangwa as a
director.

For            Against         Abstain         Shares voted
288 492 697    2 000           1 510 883       288 494 697
100.00%        0.00%           0.45%           86.04%
6. Ordinary resolution number 6: To re-elect Ms. Ramaesela Dorcas Tshepisho
Tabane as a director.

For            Against        Abstain         Shares voted
288 492 697    2 000          1 510 883       288 494 697
100.00%        0.00%          0.45%           86.04%

7. Ordinary resolution number 7: To re-elect Mr. Hugo Louw as a director.

For            Against        Abstain         Shares voted
288 492 697    2 000          1 510 883       288 494 697
100.00%        0.00%          0.45%           86.04%

8. Ordinary resolution number 8: To elect the external auditors (PWC), with Mr.
Francois Johannes Kruger being the designated audit partner, to hold office
until the conclusion of the next annual general meeting.

For            Against        Abstain         Shares voted
288 494 697    0              1 510 883       288 494 697
100.00%        0.00%          0.45%           86.04%

9. Ordinary resolution number 9: To elect Mr. Robert Donald Williams as a
group audit committee member.

For            Against        Abstain         Shares voted
288 494 697    0              1 510 883       288 494 697
100.00%        0.00%          0.45%           86.04%

10. Ordinary resolution number 10: To elect Mr. Barry Anthony Stott as a
group audit committee member.

For            Against        Abstain         Shares voted
288 494 697    0              1 510 883       288 494 697
100.00%        0.00%          0.45%           86.04%

11. Ordinary resolution number 11: To elect Mr. Gavin Quentin Routledge as a
group audit committee member.

For            Against        Abstain         Shares voted
286 792 570    1 702 127      1 510 883       288 494 697
99.41%         0.59%          0.45%           86.04%

12. Ordinary resolution number 12: To elect Mr. Lemuel Edwin Dumisa
Hlatshwayo as a group audit committee member.

For            Against        Abstain         Shares voted
288 492 697    2 000          1 510 883       288 494 697
100.00%        0.00%          0.45%           86.04%

13. Ordinary resolution number 13: To place the unissued shares of the company
under the control of the directors of the company until the next annual general
meeting with the authority to allot and issue shares in the capital of the
company.

For            Against        Abstain         Shares voted
286 784 555    1 710 142      1 510 883       288 494 697
99.41%         0.59%          0.45%           86.04%
14. Ordinary resolution number 14: To approve the directors to issue shares
under the Clientèle Bonus Rights Scheme.

For            Against        Abstain         Shares voted
286 780 240    1 714 457      1 510 883       288 494 697
99.41%         0.59%          0.45%           86.04%

15. Endorsement number 1: To endorse on a non-binding advisory basis the
company’s remuneration policy as set out on pages 39 to 47 of the integrated
annual report.

For            Against        Abstain         Shares voted
286 780 240    1 714 457      1 510 883       288 494 697
99.41%         0.59%          0.45%           86.04%

16. Endorsement number 2: To endorse on a non-binding advisory basis the
implementation of the company’s remuneration policy as set out on pages 48 to
53 of the integrated annual report.

For            Against        Abstain         Shares voted
287 292 591    1 202 106      1 510 883       288 494 697
99.58%         0.42%          0.45%           86.04%

17. Special resolution number 1: To consider and approve the remuneration of
the non-executive directors for the year 1 July 2021 to 30 June 2022 and 1
July 2022 to 30 June 2023 financial years.

For            Against        Abstain         Shares voted
286 780 240    1 714 457      1 510 883       288 494 697
99.41%         0.59%          0.45%           86.04%

18. Special resolution number 2: To consider and approve the financial
assistance, up to a maximum of R300m in aggregate, to inter-related parties and
directors as per section 45 of the Companies Act 2008.

For            Against        Abstain         Shares voted
288 491 647    3 050          1 510 883       288 494 697
100.00%        0.00%          0.45%           86.04%

19. Special resolution number 3: To consider and approve the general authority
to repurchase up to 20% of the share capital of the company.

For            Against        Abstain         Shares voted
288 492 697    2 000          1 510 883       288 494 697
100.00%        0.00%          0.45%           86.04%

20. Special resolution number 4: To consider and authorise the board to approve
an issue of ordinary shares of CBC Rewards of up to R50 million under section
41(1) of the Companies Act.

For            Against        Abstain         Shares voted
288 491 647    3 050          1 510 883       288 494 697
100.00%        0.00%          0.45%           86.04%

21. Special resolution number 5: To consider and authorise the board to approve
an issue of ordinary shares of Clientèle Mobile of up to R10 million under
section 41(1) of the Companies Act.

For               Against     Abstain         Shares voted
288 491 647       3 050       1 510 883       288 494 697
100.00%           0.00%       0.45%           86.04%



28 October 2021

Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Registration number 1970/003711/07

Date: 28-10-2021 05:00:00
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